Regrets
by Books In the Blood
Summary: Its been a bumpy road for Clara and 12 since his regeneration. Both are harboring lots of unspoken feelings, resulting in a new cold relationship. But when the Doctor shows up at Clara's one night buried things come up quickly and more regrets might be made than are demonlished. Clara's not sure their relationship can stand the new changes; or maybe its just her.
1. Chapter 1

_Even though I rated this story as M, its not explicit, I just felt it warrented more than a T rating to be safe. Enjoy the Clara/ 12 angst :)_

This was one of the worst days that Clara could remember, which considering some of the days that she had had that was saying something, Everything, every single thing she had tried to do today had ended terribly. Work was a nightmare; the kids hadn't listened to a single thing she'd said all day. The headmaster had called her into his office for a special "meeting" which had consisted of a lot of negative comments on every aspect of her teaching ability with the promise of suspension if she didn't improve. The Doctor had tried to pick her up this morning before work and when she had not accepted, he had gotten angry; really, properly angry. Normally he took her rejections in stride but this time he had stormed off without a word, fixing her a look that could kill. She'd been so distracted by her anger at him that her date with Danny had gone terribly. Three times he had asked her if she was listening to what he was saying; after the third time of saying that she hadn't quite caught what he was saying, he hastily paid the tab and left.

Now, as Clara burst into her flat, all she could think about was getting a drink and her thoughts off of the Doctor. After all, she seethed, working her anger up again, this was all _his _fault. He kept bursting into her life without a single moment's notice and her job and relationship with Danny were suffering because of it. Then, when she tried to focus on something other than him, he got angry. Who did he think he was?

Clara was detailing several nasty names of who exactly the Doctor was in her head when she opened her bedroom door, intent on falling into bed. Only she couldn't because said time lord was lying in her bed.

_Okay…..that's it…._

"What the hell are you doing?" Clara asked, tossing her handbag down on the ground and standing by the bed, hands on hips. The TARDIS was parked in the corner of the room, taking up a good portion of available space with the Doctor taking up most of what was left. He was not only lying on her bed; sprawled out was the more proper word for it. She was instantly aware that something was not right; in addition to being spread across her bed in a very undignified way, his clothes were not right. They were not right in the respect that from his high topped shoes to his purple bowtie they were precisely the clothes of his former version. After he taken them off shortly following his regeneration, he had never put them back on. The fact that he was now wearing them meant something, it had to.

"Well, I should think that would be very obvious, even to a human like you" The Doctor snapped in a drawling voice.

Drunk…very drunk by the sound of his voice and his questionable clothing choice. That was another first; she'd never seen him even touch a drink much less be drunk. For a moment she was concerned as to why he was in this state; then she remembered how angry she was at him, especially since he had just dumped himself into her room without her consent. Plus, he'd just insulted her.

"It's very obvious that you're drunk and taking up my whole bed" Clara snapped back. "What isn't obvious is why you are"

The Doctor rolled his eyes. "Like I said, should be obvious" he drawled.

Well, it was very _not _obvious and Clara was curious but she could tell that she was going to get nowhere with him so completely wasted and obnoxious. "You know what, I don't care" Clara said in a huff. "I really don't care. You're drunk, your TARDIS is taking up my room and I really just want you to leave so I can go to sleep"

The Doctor laughed in an infuriating way. "What? Am I inconveniencing you now?" he asked in amusement. Clara felt her anger rise.

"Now? Of course you're inconveniencing me now" Clara said, her voice rising despite her attempts to stop it. "You're always inconveniencing me. You just show up, drop out of the sky in your blue box, not thinking about what you're interrupting when you come barreling in here."

"Interrupting?" The Doctor asked, sitting up, swaying slightly, his eyes widening. "What could I possibly be interrupting?"

Clara took a deep breath as she fought to compose herself; he honestly didn't know. That was the problem with him. He just assumed she would drop everything in her life at a moment's notice when he showed up. And he thought she was the one with an ego problem… "You think you're more important than anything else!" Clara burst out angrily. "Did it never occur to you I have other things to do, other people I'd like to see?"

Clara's head was a buzz now; she wanted a fight, she welcomed one. She'd bloody had enough of his off and on nonsense; would it kill him to call ahead? She was so intent on getting a fight she was not prepared for the reaction she did get.

"No…..it didn't" The Doctor said, his voice hollow and completely void of anger or malice. When he looked up at her, she was alarmed to see the glassiness of his eyes.

"What?" Clara asked, surprise making her tone sound less angry and more compassionate.

The Doctor looked down at his lap and she noticing him fiddling with the gold chain on his waistcoat; she was growing more concerned by the second for why he was wearing those clothes. "I said, it never occurred to me that there were other people you wanted to see" he said sadly, "Because for me…..there's just you"

He said it so sadly, so _truthfully _that Clara was desperate for him to say something else. Something…..anything…..had to be better than the sorrowful look in his eyes and the loss in his voice. She wanted a fight, not this. "W-what?" Clara asked, her voice wobbling slightly.

"Are you a _total _idiot?" The Doctor asked, his voice verging on anger but fuller of self-pity. "I'm sitting here, in your room _waiting _for you…..what makes you think I have anything better to do? I don't…..in case you were wondering. I just wait for you!"

The Doctor was angry and drunk, not a good combination. She wanted to blame his emotions on the alcohol but some part of her knew that wasn't the truth. "Doctor….." she started, her voice soft, trying to console him. She sat down on the edge of the bed and tried to reach out toward him but he flinched away.

"Don't! Just don't!" The Doctor exclaimed in fury. "Don't act like you care! It's all great for you, leaving me and going off to do God knows what…but what about me? All I've ever had was you and now you bloody left me!"

Clara was torn between pity and anger. "I didn't leave you…..what are you talking about?" she asked. Sure, the thought had crossed her mind in the beginning when he had first regenerated. But she hadn't really been considering leaving him. How could she? She didn't even try because she knew there was no way she'd ever be able to leave him. As much as he angered her sometimes, he was like a permeant part of her now, one she could never leave.

"What? You think just because you still travel with me that you haven't left me?" The Doctor asked cynically. "You might be here in physical form, Clara... but your heart is not here. Not since I changed"

The Doctor seemed so sad as he looked at her, his blood shot eyes boring into her own. Maybe she wasn't there like she'd once been but she felt like she had every right to be. The Doctor had changed his entire appearance, most of his personality. She knew he was the same man but that was a lot easier to accept in theory than in practice. She knew it was him but it didn't feel like him. Clara knew there was truth to the Doctor's words and it made her defensive. "Yeah…well, it's not exactly easy, is it?" she asked, fixing him with a hard stare. "You did change and it's hard to take in. I don't even know who you are anymore."

The Doctor swallowed visibly. "I'm the Doctor" he said, his voice thick with barely controlled emotion. "You know exactly who I am" Clara could tell by the doubt in his voice that even he didn't believe it.

"I don't" Clara argued. She gestured toward him. "The Doctor, the one I knew, would never get drunk and come here to start an argument with me. And what the hell is up with these clothes? What are you thinking?" She knew she was being harsh but she wanted him to stop talking in riddles and start making sense. And she didn't want all of this to somehow be misconstrued as her fault.

The Doctor looked at her with glassy eyes before looking away. His gaze was firmly planted on the TARDIS when he spoke. "I wanted to be him" he said, his voice disconnected and so small Clara could barely hear him.

"Who?" she asked, tilting her head so she could see more of his face though it was still turned from her. She was beginning to think he was starting to lose coherent thought; he wasn't making sense. Who did he want to be? He was dressed in his own clothes.

"Him…the version of me you cared for" The Doctor said, his voice cracking slightly. He shook his head as if to get rid of it. But it was too late; Clara had seen through the weak defense; she could see how much it bothered him. He thought that she didn't care about him now that he had changed and that couldn't be further from the truth. Did that mean that she didn't long for the version of him that was young and silly and full of life; of course it didn't. She wanted him back but that didn't mean she still didn't care. But after how much she did care, how could she allow herself to be open to that pain? The pain of watching the man you loved die and get replaced?

"Doctor….you've got it all wrong" Clara argued, hoping to diffuse the situation. "I do care about you…..why would you think I didn't?"

The Doctor was already shaking his head vigorously even though it was making him sway slightly. "No…..you don't care about me the same way as you did about him." He argued. He still wouldn't look at her.

Clara silently cursed alcohol and all its damning effects on bringing up emotional issues that were best left buried. "What are you talking about?" Clara asked lamely. She couldn't think of a good response to his comment because she felt there was too much truth to what he was saying.

"Oh you know what I mean!" The Doctor said harshly before softening, his eyes downcast. "You loved him…you don't love me"

"How…..how can you say that?" Clara asked, taken aback by the abruptness and harshness of what he was saying.

The Doctor finally moved his gaze from the TARDIS and fixed it on her, his eyes ablaze with so much unspoken emotion. "Because it's true" he said, his voice full of sorrow. "It's true…..I didn't want it to be true. I wanted to believe that you could still love me even after I changed. I deluded myself to believe it. But it's not true…..I can see that now." The Doctor put his face in hands, defeated. "I used to be enough but now I'm not. And I thought I could be okay with that…I wanted to let you be happy and chose someone else. But then I was alone and there was all that alcohol and it seemed so…." He looked up at her with watery eyes. "It seemed so hard…too hard. I wanted so much…so much that never happened and now it never will"

Despite herself, Clara felt a lump forming in her throat at his words. She felt the same way; she had wanted so much more time with the other version of him. She'd even begged him to not change; while she knew it wasn't something that he could stop, she had known, deep down, it would change who they were. "I wanted that too" she said tearfully, looking him in the eyes even though it was painful. "Things were perfect the way that they were…I didn't want you to change. That doesn't mean I don't love you now…because I do. It's just …..different" she admitted. "You're different. I know you're the same man but you look different, act different…you're not the same and I can't let go of the things I wanted from the other you. Even time I look at you I'm reminded you're different"

Clara expected the Doctor's reaction to be angry; she wouldn't have blamed him if it had been. She had, in a way, admitted that she didn't care for him in the same way that she had when he had been different. She expected yelling, fighting, tears even…she didn't expect what he actually did do.

With gentleness that she wouldn't have expected of this version of him, the Doctor reached up brushed her hair out of her face before cupping her cheek. At first, Clara wanted to pull away but as the Doctor ran his thumb along his her cheek, she found herself leaning into the touch, suppressing a sigh. She didn't want to admit it, she missed the causal way they exchanged touch before; now he didn't even want her to hug him. She found she couldn't pull away.

"Pretend, Clara….."

Clara was so caught in the motions of his hand along her cheek that she didn't understand his meaning. "What?" she asked, opening her eyes to find his face much closer to hers than when she had closed them. He didn't look as sad; resigned was more like it.

"You said that I'm different" The Doctor explained, every word slow and measured. "You said that you wished you had more time with him…..so…..pretend I'm him." He leaned closer so that his forehead touched hers and Clara felt a burst of sensation go through her that she didn't understand. This wasn't right and it wasn't him…he had to be doing this and saying all of this because he was drunk.

"Why…..why would I do that?" Clara asked, her voice shaking slightly as her heart seemed to quicken in pace. She was sure that he couldn't possibly mean what she thought he meant. Experimentally, she placed her hands on his chest, feeling the beat of his two hearts; she was surprised when he didn't pull back.

"You said you wanted more time with him…..do what you would do if you had more time with him" the Doctor said, his voice even with a slight shake. His eyes were closed and Clara wished he would open them so she could gauge his reaction.

"Oh yeah…..what's that?" Clara asked, her shaky voice betraying the nerves that she felt swirling around in her stomach as several images came to mind. She knew what she would do if she had one more night with him; she had dreamed it too many times to count. The very thought of it now, so close to the man who had become so unattainable, made her cheeks flush. She was not about to make the first move. She shook her head; she wasn't going to make _any _move. This was wrong.

"We both know" The Doctor asked, finally opening his eyes and looking into hers piercingly. "I'd do the same thing as you."

Clara laughed nervously, feeling tension crawling up her back. "I find that very hard to believe" she said truthfully. The secret and untellable images that she had harbored so long for the Doctor could not possibly be what he was suggesting now. Not this man, the one who would barely touch her.

The Doctor laughed, pulling back from her just enough that she could see something dark in his eyes as he gave her a teasing smile. "You shouldn't" He said low, reaching a hand up and tracing his finger down Clara's arm. The touch made goose bumps form along her skin unbidden. "My last body was so innocent, so clueless to such things…but I know. I know what you thought of me then"

The Doctor's voice suddenly sounded so deep and tempting; Clara felt herself laughing nervously again. "Well, aren't you full of answers" she teased, hoping that a joke would break the tension. She needed an out and she couldn't see one right now.

She didn't get it though; at her words the Doctor smiled and leaned in, his lips so close to her ear that she could feel his breath on her skin. "I know how many times you wanted to kiss me but were too afraid" the Doctor breathed in her ear, "I know how when you hugged me, you sometimes thought about what it would be like to touch me in other places. I know how you used to wonder what was under all of these clothes; how you used to think about it at night when you were alone in your room…you used think about yanking off that bowtie….when you did things to break the tension….."

Clara felt her whole face burn with embarrassment; she wanted to tell the Doctor he was all wrong, argue with him. But what was so embarrassing was that he wasn't wrong. Everything he said was true. Clara pushed back away from the Doctor, hoping to resolve some normalcy to this conversation. "Doctor, you're drunk" she argued, running a hand through her hair and trying not to look at him when she felt like he could see right through her.

"Maybe….probably…..yes" The Doctor agreed with a shake of his head before fixing her with that darkened gaze. "But that's all the more reason to go along with me. We can both have what we want. No more tension…no more what ifs…we can finally get things out in the open. Because that's the problem, right? All the unknowns that we think can never be answered, right?"

Clara jumped slightly when the Doctor put his hand on her leg, the touch rushing down low in her; she should have pushed him away but she didn't. "This is wrong!" she protested, but it was weak even to her own ears.

The Doctor scooted closer to her, his hand moving ever so slightly higher on her leg and yet she still didn't stop him. She should; what was wrong with her? The Doctor was drunk, he had that to blame his behavior on. What could she blame for the sudden fast past of her heart, for the heat below her belt? "How is this wrong?" the Doctor asked.

"Well…..like I already said, you're drunk. You're not thinking properly" Clara said, her voice rising in tone as the Doctor's hand inched up higher on her leg.

"You know, I've found that when people drink, they tend to tell things like it is…..so you can interpret that however you wish" the Doctor said.

The Doctor's hand had now crept so far up her leg that it was dangerously close to not being on her leg at all; Clara fell back to try to put some distance between them, so she could think properly but the moment she was lying down, the Doctor was leaning over top of her and she realized she was in an even more precarious position. "But you're not…..you're not…." Clara started to say. Her head felt fuzzy and she tried to conjure up some anger at him to make things clearer. She'd been so angry at him all day; why did she now fell her heart beating out of her chest, tingling through her body?

"I know, I'm not the right him" the Doctor said as it was the most natural thing in the world. "But that's why I said pretend. Pretend for this one night that I am him."

"Doctor…..do you realize how bad that sounds?" Clara asked. It made her sound vain…..cheap. She wanted to get mad that he even made the suggestion but at that moment he leaned over her and instead of pushing him away, she found herself gripping onto his waistcoat.

"That's the problem" The Doctor said, giving her a smile. "You're worrying about how it sounds." He placed a hand on Clara's chest, right above her racing heart and she felt herself stop breathing. "You should just be focusing on that racing heart, that increased breathing, all those hormones running through your blood"

Clara tried to laugh but it came out sounding strained. "So….I guess you do know everything" she said. There was no point in denying anything obviously.

The Doctor grinned, moving down so that his nose was nearly touching Clara's. "Not everything" he said. "But I'm a little more….._capable _in this body"

Clara didn't have time to think of anything to say before the Doctor leaned the short distance down and pressed his lips against hers. Before he had changed, she had thought about being in this situation so many times. She had dreamed about him begging for this very thing, about kissing him, about being in bed with him…he was right in saying that version of him was too innocent and oblivious for that. But when he had changed, she had though that dream had died too; he didn't seem to terribly want her around, much less want to touch her at all. Had she entertained any notions of kissing him in this form, she would have guessed it would have been cold and harsh like his austere personality. But now that she found herself in this position, she was proven very wrong.

It was like fire and ice; his movements were fast and harsh and impersonal and at the same time they were gentle, as if she might break. His hands were in her hair, running along her head and tugging slightly in places. She was frozen for only the smallest fraction of time; when her mouth opened just slightly, the Doctor's mouth filled hers, searching and claiming quickly as if he was afraid he didn't have enough time. It was like he feared she would soon vanish from his arms; either that or he was waiting for her to push him away. And she did think about pushing him away for a second for all of the reasons that made this completely not okay. The thought was quickly dashed from her mind as his tongue danced along hers, both struggling to dominate the moves until Clara gave in and let him roam where he wanted, one hand still on his waistcoat, the other clutching the bowtie. _His _bowtie.

When the Doctor finally pulled back, Clara was gasping for air and was surprised to find the Doctor's breath was also labored. Her head felt cloudy, desire coursing through her and telling her that she would not be able to fight this much longer, no matter how messed up it was. "I can't…can't do this" Clara gasped out between breaths. She didn't let go of him or push him away and she supposed that she didn't make a very convincing argument.

"Why?" The Doctor asked, his voice still coming in gasps despite the 'respiratory bypass' that he was always bragging about. "I thought we already worked through that argument" The Doctor pulled Clara up to him, wrapping his arms around her and holding onto her as if she was something precious. "I've _missed _you, Clara" he said. His voice was earnest and sad and so small…it was such a different shift and Clara could tell that it was completely honest. So much was spoken in those simple four words. He missed her; missed her wanting him, missed holding her.

"I missed you too" Clara said. She felt a lump forming in her throat as she clutched as his back, taking in a fistful of the now-almost-too-small shirt. She felt an urge to cry, to let out the sorrow and loss she had felt for the past few months; it made an odd mixture with the arousal now coursing through her veins and settling in her loins.

The Doctor buried his face in the crook of Clara's neck, still holding onto her for dear life. "Please don't push me away" he begged, his voice needy and lonely. "For just this night, please…don't push me away."

He needed her; perhaps even more than she needed him. She could think of a million reasons why this wasn't okay, why it wasn't right. She knew she would wake up tomorrow and regret it. It would most likely not set things right. There was only one reason to go through with it; he was the Doctor and he needed her and right now that was enough. Even since he had changed, he had been pushing her away and for once he needed her.

"I'm not going anywhere….I'm right here" Clara whispered to him, running her hand through the back of his head, fingers running through silky silver hair; it was a different color but it still felt the same.

"Good…..good…." the Doctor muttered against her skin, the whisper of a breath on her skin before his lips touched her neck. He pressed gently against the sensitive flesh before sucking on the spot where her heart beat. She could feel his tongue press against her pulse, making it quicken with each press before moving down. He kissed a line down her neck, leaving the smallest traces of saliva on her skin and making her shiver for that and other reasons. He kissed along the side of her neck, down to her collarbone where his lips gave a firm nibble, eliciting a small sigh from her, making the hand in his hair clench. All coherent thought vanished from her head as his lips moved from her collarbone and down further south. She gasped when his nimble fingers went to the buttons on her blouse, opening the top three painstakingly slow, exposing just the top of her bra. The Doctor's gaze lingered there silently before his lips pressed against the sensitive flesh between her breasts with such tenderness that it made Clara ache inside. It all seemed at the same time to be happening much too fast and taking too much time.

Clara could feel the Doctor melt against her as he continued to kiss her softly, the contours of his slim body fitting against hers and she arched up reflexively, seeking to gain even more contact. She had missed him _so much…_It had hurt. She hadn't wanted to admit, even to herself how much she had been hurt when he had changed. The man he had used to be was so open and loving; so much hugs and hand holding. He had been replaced by a man that could hardly touch her, who was always making some snide remark about her appearance…it hurt. And so she had done what she always did when threatened in such a way; she had lashed out, seeking to be as hurtful to him as he had been to her. But deep down it was there; how hurt she was that he didn't seem to want her or even need her anymore. The man on top of her now seemed to say the exact opposite, with the way his hands traveled over her form, the way his mouth sought her flesh. She ached to give him more, to give in to the desires that she had harbored for him since he was the other version of himself.

The Doctor's moves were so slow, so careful as he undid the last of her buttons with care but it wasn't quick enough, not nearly. Somewhere in the back of Clara's mind was the fear that sometime, maybe soon the Doctor would sober up and come to his senses; he'd push her away like he always did and she would never have this chance again. She began to pull at her clothes, throwing them off as she pressed hot and fevered kisses to the Doctor's face, lips and neck; anywhere she could get to in her haste to get her clothes off. At first the Doctor seemed to not understand the rush but he quickly caught her enthusiasm and helped her rip off her clothing in record time.

She realized as the last item of clothing came off and her mouth pulled away that she was completely naked and the Doctor hadn't said anything, wasn't doing anything. For one terrible second she feared that she had made a horrible mistake; maybe she'd judged something in this wrong. But then she looked up at the frozen time lord above her and came to the realization that she hadn't misjudged anything. She now knew she had the Doctor's full attention; his breath was labored as his eyes roamed over her, taking in everything from her head to her toes, lingering in choice spots. Though she didn't want it to, she knew her face flushed at the obvious attention and the very obvious need of said time lord pressing into her leg; it was a far cry from the man who said she was too short, that her nose was too big, that she looked like a man. He stared at her for so long, so silent she began to feel embarrassed by the attention.

"Not…not what you expected?" Clara asked, still feeling a little self-conscious. She was relieved when the Doctor smiled at her, ease and soft; it complemented his new face.

"You're _beautiful, _Clara" the Doctor said, his voice rough and husky before his mouth met hers again, open and wet and searching, probing for more. Every cell on her body was alight, ignited even more by the feel of cotton and wool rubbing against her bare skin. The way he had said it, the way he had looked at her as he told her she was beautiful was enough to dash away every ounce of insecurity she had ever had. She finally believed it.

Her skin was on fire and her heart was racing, the Doctor's mouth seemingly touching every part of hers when her hands went to the buttons on his waistcoat; she had a desperate need to feel skin against her own, to feel every inch of him before this was gone and she couldn't have it anymore. But her hand against his clothes was like a light switch being turned off; the second she tried to take his clothes off, he pulled back, his cheeks flushed.

"What's wrong?" Clara asked. It came out sounding desperate and needy; she was aching in ways that she never had before and he was _stopping _before they had even properly started. She wasn't sure she could take it.

The Doctor's cheeks were red and he looked almost embarrassed; a hand touched his waistcoat protectively. "Don't" he said, his voice vulnerable and small. "Leave it on"

A tremble of need ran through Clara as she looked up at him. "Doesn't seem this can go on much further with your clothes on. And you were the one who sort of…instigated this." She said it lightly but fear was building behind it. It seemed hilariously ridiculous that she was completely naked and he was refusing to remove one item of clothing; it had been his idea, he had pushed her.

The fire in his eyes was gone for a moment; it was as if the sober him shined through his eyes. "I'm…scared" he said.

Clara wasn't sure she had ever heard those words come from him and they terrified her. He was the savior of worlds, always assured, always cocky and self-confident. If he was scared, and she could tell he was genuine, it was a big deal. "Scared? Of what?" Clara asked. Though her hand was trembling with overexcited energy, aching to move faster, she put it lightly to the Doctor's cheek, urging him to talk.

He looked so shy, so unlike him and Clara worried his head might be clearing up. "Perhaps we could leave some of it on" he suggested with an embarrassed smile. "If it all comes off, it will be a bit difficult to keep up the illusion that I'm him…..you know…with all the grey and wrinkles."

He was insecure; Clara had never seen the Doctor act anything less than completely confident of himself. Most of time he acted like physical appearance mattered very little to him; after all, he'd had several bodies and seemed used to change. Though she had never thought of it before, it made sense when she really gave it some thought. His last body had been so young; to have such a contrast had to make one self-conscious. The very fact that he had come here in his last incarnation's clothes suggested he had a lot of issues with it. She found it ironic that he was the one who had insisted that she envision him as his last self; now that it came to pass it seemed to make him insecure.

Clara smiled at the Doctor before leaning in and giving him another deep kiss; this time she let her motions be slower and deeper, taking in every small sensation of the Doctor's lips against her own and his body pressed against her. She was also glad to feel that his sudden insecurity hadn't seemed to dampen his desire any.

When she finally broke the kiss, Clara's mouth leaned up to his ear, her hand pressed against his on his buttons. "I don't care about an illusion…I just want you" she said. Though she had thought she wanted that, wanted the other him, she just wanted him as he was now. Something about his usual cold nature, his tendency to push her away and keep her at arm's length made his sudden desire for her even more alluring. As much as she still did want his younger self, he was gone and she still loved him. Just as he was.

"But….." the Doctor started but he didn't get to finish.

"But nothing" Clara insisted. She had been unclothed alone for far too long and she made quick work of his clothes. At first she felt his resistance but slowly he gave in and let her pull away the clothes she had imagined undoing for so long. By the time his numerous layers were stripped away , his cheeks were deep red, looking mortified under her gaze. But she couldn't help but smile; he was grey and he did have wrinkles. He wasn't perfect but the way his bare skin felt pressed against hers _was _perfect.

"Not what you expected?" He asked at her silence, mirroring her own self-conscious words.

She didn't feel bad in using his own words; they were true. "You're beautiful" she said, letting her sincerity seep through her words.

The Doctor blushed deeper but he smiled and Clara knew she had won one small part of him. "But the bow tie?" he asked with small laugh, indicating the one item of clothing that she hadn't removed. Some things were hard to kill.

"Well, it seems someone seemed to think I had some fantasies regarding that item" Clara purred in the Doctor's ear, grabbing the bowtie roughly. "And I plan to make good on those fantasies"

When she leaned up and met his face, he was grinning more broadly than she had ever seen this face smile. When she used his bowtie to pull his lips to hers, she met no resistance, only a very eager time lord.

…..

Clara let the silky material run through her fingers, trying to focus only on that sensation and nothing else. But the burning in her throat and the deep sensation of loneliness and unshed tears was a lot harder to ignore than she had imagined. She couldn't even bear to sit on her bed; it still smelled like _him _and yet changing the sheets seemed impossible. So, she sat by the bed on the floor, trying not to feel all the emotions that were screaming at her. But it was impossible.

She had known last night going into it, it was wrong and that she would have a million regrets the next day. But her desire ridden body had won out and those worries seemed pale compared to how they looked in the light of the morning after. As she clutched the Doctor's discarded bowtie, she couldn't hold the tears in anymore and let her face fall forward to her pulled up knees and cried.

Her night with the Doctor had been amazing; it was everything that she had thought that it would be. He had not been exaggerating when he had said he was more capable now; his performance last night suggested all of the experience of his 2,000 years. Completely exhausted and at peace, she had fallen asleep in his arms. She had had the most peaceful night of sleep she could remember in years, lulled by the dual heartbeat of the time lord chest under her ear. When she had woken up, it had been a completely different story. She was cold and before she even opened her eyes and she knew that she was alone; she avoided opening her eyes as long as she could, hoping she was wrong. When she had finally opened her eyes, she found her bed empty and the TARDIS no longer taking up half of her bedroom. Clara didn't know what to make of it. Had the Doctor left last night when she had fallen asleep, leaving in the TARDIS before his drunken self had time for regret? Or, worse, had he slept with her only to have woken in her bed, horrified by what he had done and left? Whichever it was, he was gone and Clara knew he would live up to the promise of last night; it was just one night in which to play out the regrets they had always had. It likely meant nothing to the Doctor. Clara hadn't expected it to mean anything to her but it obviously had left her with the aching in her heart.

She was roused from her tears by the sound of the TARDIS minutes later; she had only a minuet to wipe her eyes and pull her dressing gown tighter around her before the Doctor had burst into her room. He was smiling, his face full of his usual end-of-the-world morbid excitement.

"Clara! Half the morning's gone and you're still in your dressing gown!" he exclaimed. "You humans…how you get around in those useless transports, I'll never know but you need to get clothes on. In the TARDIS…..five minutes" He was about to turn around and enter the TARDIS as quick as he had left it, but he stopped short, noticing the bowtie in her hands. "Is that mine?" he asked.

"You don't remember?" Clara asked hopefully, knowing her eyes were red and he was ignoring the fact so that he didn't have to comfort her. She wasn't about to say anything unless he acknowledged that last night had happened.

"Remember what?" The Doctor asked easily. Clara couldn't tell if it was serious; she couldn't tell if he really couldn't remember anything for the alcohol or if this was just his way of saying that he didn't want to discuss it. Either way, it meant the previous the night was over and done forever and Clara thought she would be fine with it. But she wasn't; she wouldn't be fine for a very, very long time.

"Nothing…..it's not important" Clara said, stuffing the bowtie into her dressing gown pocket and swallowing a growing sob as she tried to give him a smile; always moving on….

_I've thought about adding to this, giving it another chapter because I dont think this night would remain a secret for very long with these two :) or I could leave it here with all of this angst. Review, and let me know what you think! Thanks for reading!_


	2. Chapter 2

_Due to the overwhelming (and flattering) response of all of you lovely people, I decided to not let Clara and the Doctor suffer too much :) I'm adding two chapters to help fix these two! Enjoy and review!_

Clara was making her way over to the mirror, already thinking about what she could possibly do to make her appearance look less ghastly when she felt the Doctor's eyes on her intently. She had expected him to already have run to hide in the TARDIS but he was squinting at her like she was some new sort of species. She couldn't wait until he left so she could let out some the tears that were burning inside of her.

"What?" she asked, her voice defensive and angry. When she looked at him, she could still feel his hands on her and she couldn't stand it.

The Doctor squinted at her exaggeratedly. "What's wrong with your face?" he asked in his normal, rude fashion.

Completely unbidden, she could hear his voice last night as he had told her she was beautiful and it made her want to die. "Nothing…..there's nothing wrong with my face" she said through gritted teeth.

"Yeah there is" The Doctor insisted. "It's all blotchy… and your eyes are red"

Any normal, sane human would know that was the mark of heavy crying; since the Doctor was none of these things, he was completely clueless and she wasn't going to fill him in. Clara began to run a brush through her hair to avoid looking at him. "Get out of my bedroom" she insisted, not even about to have that conversation with him. If he wanted last night to be completely done with, if he couldn't even bother to _remember _anything about it, she wasn't going to say anything. Two could play that game.

"Well, fine, someone's a bit rude today" the Doctor said, which Clara thought was rich coming from him. "I'll be in the TARDIS. Hurry up"

Clara put her brush down and turned around to face the Doctor. "I'm not getting in the TARDIS" she said firmly. She could pretend last night didn't happen but she couldn't do it around him yet. She had to carry on with normal, everyday life to do that.

"Why not? Surely you're not going to pull that 'I've got more important things' nonsense again today like yesterday?" the Doctor asked in a slightly annoyed tone.

"Glad to see you remember the important stuff from yesterday" Clara said dryly.

"What's that supposed to mean?" The Doctor asked defensively.

"It means I'm not going with you" Clara said firmly.

"I don't know why you're being so difficult" the Doctor said, obviously annoyed. "Just get in the TARDIS"

Clara thought about the Doctor's honesty last night; his harsh rudeness was often a cover for the fact that he just wanted her around. Normally that would have been enough to convince her to go without him out of pity. But not today. Today he didn't remember how he had held her, how his lips and tongue and found every place in her mouth, how she cradled him to her as he had screamed out her name as he filled her…and it was too much for her to take.

"I'm not going with you so you can stop arguing with me" Clara snapped.

The Doctor huffed. "Is it because you're having one of your 'lady days' or something?" he asked impatiently.

Clara fumed. "You better not have just implied what I think you did" she said through clenched teeth before she turned and went toward the door of her bedroom. She gave him one last look. "And for your information, I'm not coming with you because you can be an insufferable ass…..you better be gone when I get back"

Clara stormed out of the room and into the bathroom, not bothering to see his reaction. She counted it as a small miracle that she made it to the bathroom before she started crying.

Clara walked slowly, sloth-like into school, kids rushing past her laughing, without a care in the world. She had had several cups of coffee (definitely not a norm for her) already and it had done little to cure her sluggishness. She was tired from lack of sleep and emotional upheaval. She knew, despite her best efforts, she still looked like hell; her eyes seemed permanently red and she couldn't be bothered to put her normal amount of effort into her appearance today. And she _felt _like hell too; despite her long shower just felt….._dirty. _It wasn't like being with the Doctor felt like it sullied her; quite the opposite. He'd been careful, caring but at the same time fiery and passionate. But waking up to an empty bed, one that still smelled like sex, made it feel like a one night stand and that's what made her feel so dirty she felt like everyone could see it. She didn't do one night stands.

Clara was running late and she knew she had only minutes before the students would be coming into the classroom; she rushed into the room, slamming her bag onto the desk, only to find it was already occupied.

By Danny….Clara's already overwhelming feelings of shame and regret consumed her. She had completely forgotten about him; needless to say he was the last thing she'd been thinking of last night. Her stomach churned; she had to tell him what happened. It was the right and decent thing to do. But, she thought with a nagging sense of guilt and naughtiness, if the Doctor wasn't even going to acknowledge it, couldn't she just not tell him? Clara felt bad for even thinking that but she had more pressing concerns right now.

"Danny…..what are you doing here?" Clara asked, trying to sound pleasantly surprised instead of annoyingly taken aback.

"I know you've got class, I just wanted to say sorry" Danny said hurriedly. "I overreacted last night. I know you were upset and that's why you were distracted."

Clara swallowed heavily, feeling her mouth stick together. "Its fine, Danny…..all's forgiven. I should have given you more of my attention. I'm sorry" she said, giving him a plastered smile.

"It's okay" Danny said with a light smile. "This'll sound crazy, but I was a bit jealous."

"Jealous? Of what?" Clara asked, feeling her heart go into overdrive.

"Of the Doctor" Danny said, "You had a little blow out with him in the morning and he was obviously on your thoughts all day. I got stupid for a minute and got jealous of him. But it's alright…..I realize now he's been a huge part of your life. I know nothing's going on with you two…..he's just a really good friend"

Clara wasn't sure she'd ever felt smaller and lower in her entire life. She was glad that at that moment students began stream into the room and she had a reason to get rid of him. "Thanks for being so understanding, Danny" Clara said in a thick voice before he waved and slipped out of the room.

The rest of the morning was a whirl; Clara kept intently focused on her lessons, glad for a distraction. It was only at lunch hour that she had to stop long enough to acknowledge how crummy she felt. When the last of her students walked out, she closed the door behind them and put her head on the desk. Maybe she could at least get in a short nap; at least it was Friday…

Clara had almost dozed when she felt a hand shaking her shoulder. "Clara…..Clara…"

Clara sat up quickly, on high alert from her near sleep. "What?" she whipped around, seeing who had woken her up, afraid she might have gotten caught asleep by another teacher. What she saw instead made her instantly angry.

The Doctor was standing next to her, eagerness on his face. He held out a cup of coffee and a bag of chips. "I got coffee _and _chips this time…and I'm on time. Right at lunch!" he said, handing the items to Clara.

Clara took the bag and cup but laid them on the desk. It was weird…..he was just too happy (he should have been after last night). He was never this happy and he certainly never had brought her lunch at work before. She began to suspect even more that he actually remembered last night and was hiding it. It made her angry.

"What are you doing here?" she snapped, rubbing her heavy eyes. She didn't want to deal with him at all right now.

"I've gotten you lunch…isn't that obvious?" he asked, making a clear show to be polite ad not say something rude. Another very strange thing; he usually just said whatever came into his head.

"I don't want lunch…..and I don't want you here" Clara retorted. She knew she wasn't doing well at this 'getting over it' thing but she just couldn't be pleasant. She kept thinking about his hands in her hair, nails scrapping along her back…..

The Doctor's face fell. "Why not? I'm trying to be…pleasant" he said, having a hard time keeping up appearances.

"That's exactly my point!" Clara said, standing up and facing him, ready to flee if necessary. "Why are you doing that? You're never pleasant"

The Doctor scowled finally, all pleasantness gone. "What's your problem, Clara?" he barked. "You're not happy this morning so I try to do something nice and all it does is make you angry"

"I don't want you here" Clara said, crossing her arms. "I meant it this morning, I mean it now. Leave….me…..alone…"

"Stop being so stubborn!" The Doctor snapped. "Just get over it already! It was your fault too you know!"

The Doctor realized what he had said the moment it was out of his mouth, for his entire expression fell in regret. Clara felt like she had been physically punched in the stomach, her knees shaking slightly. He knew…he had known all along. He remembered last night, he knew why she was so angry with him…he was just trying to ignore it.

"You…you knew" Clara said, her throat tight and tears starting to pool in her eyes. "You remembered last night and you pretended that you didn't"

The Doctor looked like a child caught in trouble and he scowled at her. "Easier that way for everyone, I think" he said scathingly. He crossed his arms, his expression unreadable and it broke Clara's heart. It was certainly _not _the best thing for her…..maybe for him because he obviously wasn't affected by last night's activities. But how she felt now….so betrayed and dirty and worthless…it was definitely not the best thing for her.

Not even wanting to give him the pleasure of knowing how much he'd hurt her, Clara ran for the door but the Doctor was too fast. He blocked the door. "You act like you're not alright with this?" he asked, seeming surprised by this realization.

Clara laughed harshly; he was such a bloody alien. "Of course I'm not alright with this" she snapped. It was nearly impossible not to cry but she didn't want to give him the satisfaction.

"Why not?" The Doctor asked in true alien fashion. "I thought we both agreed last night was a one-time thing?"

Clara felt terrible; in a way she had agreed to it even though it even though she knew it was a mistake. She knew, deep down, it wouldn't last and she had done it anyway and now she couldn't take the results of her momentary weakness. She hated herself because she knew deep down that it was her fault; she knew he was drunk last night. She should have insisted that he leave. But he had pushed and she'd given in and now she hated it.

"Yeah…..yeah I suppose I did" Clara agreed, barely holding in tears. "I just didn't expect you to be so callous. You had me completely tricked last night"

"Tricked?" the Doctor asked. "Tricked how?"

Clara felt a tear run down her face and hated that the Doctor was watching as it rolled down her face. "You tricked me…..with all that talk of love and me being beautiful. My mistake" Clara said before she stormed out of the room. She made it to the restroom, leaning on one of the sinks before she started to cry in earnest.

It was only a moments later that the Doctor barged into the room, much to the dismay of one of the other teachers in the room. "Hey buddy, this is the ladies room!" she protested.

The Doctor rolled his eyes. "You, pudding brain….out!" the Doctor barked. The other teacher left the room shouting obscenities toward the Doctor who sonicked the door before anyone else could come in.

"Catch a hint and leave!" Clara snapped. She couldn't even be alone in the bathroom and now she was in a full, proper sob and it was embarrassing.

The Doctor looked uncomfortable, squirming around as he watched Clara crying. "I'm not leaving because this is a problem" he said quickly. "I don't want you angry. Let's just pretend this never happened and get in the TARDIS. Listen, we'll go wherever you want. Promise"

He was bargaining but it was not going to work at all. It must be so easy being him, that he could just put away last night and move on like nothing had ever happened but she couldn't. The whispered affections, the loving hands on her she could still feel meant absolutely nothing to him. "I can't do that…..I can't just forget it." Clara said between sobs.

The Doctor sighed heavily as if he thought she was being ridiculous. "Listen, I'm sorry you thought it meant something it didn't, but can't you just get over it?" he asked.

It seemed so final, so certain; it was over for the Doctor and there was no argument. Unable to take it any longer, Clara walked up to him, giving him a good hard slap across the face. "No, I can't just 'get over it'" she hissed, grabbing the sonic out of his hand, opening the door and throwing the sonic on the floor. She was relieved that the bell had rung, and she quickly made her way into a crowd of students. The Doctor didn't follow her.

That night, Clara dreamed about the Doctor. It was the last thing she had wanted; the day had been hard enough. She'd somehow made it through the day without another incident with the Doctor. She had immersed herself in work until the school day was over and had rushed home. The quiet of her flat was a painful reminder of the Doctor's touch on her life; she really needed someone to talk to but she didn't have anyone she could go to. Danny had wanted to go out but she had made some excuse about feeling sick; she simply couldn't face him right now. She didn't have any friends she could confide in; she was alone and she felt even more pathetic than she had earlier in the day. She'd ended up drinking, odd considering it was what had gotten her into this situation, and had fallen asleep early that night, completely exhausted.

All night long she had replayed last night's events; while it wasn't unpleasant, it didn't help her distress. But some part of her clung to it; if she couldn't have him in the daytime, she'd settle for having him in her dreams. She dreamed about how it had felt as his hands had roamed along her sides, how his lips had felt against her neck, how completely he had filled her, as if they were two pieces of a puzzle…somehow she had ended up in a half dream, half real world. She felt herself squirming against the blankets; it was almost like she could really _feel _the Doctor's hand on her.

And then she realized that was because she _did _feel him. She wasn't asleep and she wasn't imagining it. Clara's eyes popped open as she felt the wandering hand making its way up her leg and to the place that was already wet and aching with need. Before she even had time to process what was happening, the Doctor's mouth was on hers, open and fast and probing. Clara got lost in the motion, so desperate for touch, for several minutes before her head came back to Earth. She could taste alcohol on the Doctor's breath; he had to be drunk…..again. Anger and annoyance flared up inside her when she thought of all of the hell he had put her though today. And now that he'd had a few again, he just thought he could just have her that easily. Well, that was not going to happen, no matter how willing her body seemed right now.

Clara broke the kiss and pushed the Doctor away. "What the hell is wrong with you?!" she demanded, scooting to the edge of the bed away from him, pulling the covers well over his lap so he didn't get any more bright ideas.

The Doctor swayed slightly, heavily intoxicated. "I….I….was waiting…on you….to wake up"

"And so you just thought you'd give me a good feel up while I was asleep?!" Clara asked in shock. She knew he was drunk, but still…he had some nerve. All day he'd acted like she was crazy for wanting to discuss what had happened between them and now he thought it was fine to just get drunk and pounce on her?

"It didn't seem to bother you" the Doctor said, raising an eyebrow in a knowing way that made her want to hit him all the more.

"Doesn't matter!" Clara said, feeling her cheeks burn as she noticed the wetness of her knickers more. "Don't do it"

"That's not why I came here" the Doctor said, suddenly defensive.

"Well, you could have fooled me" Clara said with a sarcastic laugh. "Enlighten me then to your 'real' purpose for coming here"

The Doctor looked more somber. "I…..I wanted to talk to you" he said, seriousness filling his tone and seeming to make him sober up a bit.

"You wanted to talk to me?" Clara asked in disbelief. "You could have done that without getting drunk and sneaking into my bed which is a bit creepy, Doctor."

"I was upset" The Doctor said, rubbing his head.

It would have made sense, the Doctor drinking again because he was upset. But what did he have to be upset about? He was the one who was so lassie faire about the whole thing; he was the one who wanted to forget about it. "Upset? About what?" Clara asked, resisting the urge to yell at him that this was all his fault.

"I was upset we argued…and then I was alone" The Doctor said, as if that made perfect sense.

Clara couldn't contain her anger anymore. "You were upset we argued?! Of course we bloody argued!" she yelled. "First off, you lie to me, pretending that you don't even remember sleeping with me. Then, when I catch you in it, you say we should just forget the whole thing happened! Sorry if it's not the reaction you wanted but I get a little angry when I feel used! If you think I'm going to be your fuck buddy or something, well, you can just think again!"

The Doctor was quiet for several moments, subdued. "That's not what I was implying" he said simply, looking at her with sad eyes. They were almost sad enough that she felt sorry for him until she remembered she was angry at him.

"Well, Doctor, you need to start making some sense because right now you're not and I really don't want you in my bed again. I've had enough regret for one day" Clara said, feeling her stomach twist in knots. Sleeping together was supposed to get rid of the regrets, all the what ifs they never acted on when he had been his former self. It wasn't supposed to create a whole new set of regrets. Clara couldn't see how things could ever go back to the way they had been.

The Doctor shook his head as if the motion might help him think better. "I needed to talk to you and I knew I wouldn't be honest….I was trying to…..loosen up a bit." The Doctor admitted. "Seemed to work last night, thought it might help tonight"

"I think you were honest enough this afternoon" Clara said flatly. "You told me exactly how you feel"

"That's just it though!" The Doctor exclaimed, his eyes begging her to understand. "I wasn't being honest earlier. I was just trying to push you away because I was scared."

Clara swallowed, emotion making her throat dry. She wanted to believe that, she really did. It would make sense; that's what the Doctor seemed best at, pushing people away. But after what happened last night, she couldn't take any more chances with her already frail emotions. "I'm glad you want to be honest with me, Doctor" Clara said, her voice even and surprisingly calm. "But this isn't how you do it. You hurt me….I know I agreed to what we did last night but your callous reaction to it really hurt me. It doesn't matter if you meant it to or not. And if the only way you can be honest with me is to get drunk, I don't want it. I want you, the real, sober you to be honest with me. I can't afford to get close to you tonight and have you act crass about it all tomorrow."

"What are you saying?" The Doctor asked, fear setting into his features.

Clara took a deep breath, steeling herself. "What I'm saying is if you really want to discuss this, we can do it tomorrow when you're sober and thinking clearly. Otherwise, we forget it. Things are hard enough as it is…I can't add anymore regret to it. I simply can't have you at night and then have you act like you don't even care about me during the day. It has to be one or the other…..not both. " It killed her to say that but this had to end somewhere. She couldn't go around and around with him. She had meant what she said; she wasn't going to be his 'companion with benefits'. If he didn't start paying some attention to her, she wasn't sure she could even just be his companion.

The Doctor was silent for a long spell, biting his lip as if weighing his thoughts. "Can't you just-" he started but Clara cut him off.

"No, I can't" Clara said harshly, cutting off any argument from him before it could stop. She hadn't been firm last night; she'd given into his needs and her desires and it had had terrible consequences. She wasn't going to make that mistake again. "I stand by what I said; if you want to get anywhere, you have to come back tomorrow. Sober…or not at all"

The Doctor paled, his face a mixture of anger and hurt. Clara silently begged him to say something, anything, to let her know what he was thinking. But he didn't…he didn't say anything, didn't do anything. He wouldn't even look at her; without a moment's notice, the Doctor got off of the bed and walked into the TARDIS. Clara felt her heart sink as she watched the TARDIS slowly disappear from her room. She felt like she should cry; she certainly felt sad enough to cry but the day seemed to have used all of her tears.

With a sigh, Clara fell back on the bed, staring up at the ceiling. She was frustrated, in more ways than one, worried and extremely confused. She knew sleep would be nearly impossible now, her head swirling with thoughts about the Doctor. Leaning over the side of the bed, Clara pulled the Doctor's old bowtie out of her dressing gown pocket and clutched it in her hands tightly. She rolled over and burrowed into her bed, trying desperately not to think about the fact that she would most likely not see the Doctor for a very long time.


	3. Chapter 3

_Here's the resolution for these two :) Thanks for all who read and followed!_

Clara had one of the worst nights of sleep she could remember. After the Doctor left, she had thought that sleep would be impossible. After an interminable amount of time spent worrying and obsessing about every minuet she had spent with the Doctor, she'd finally passed out. She had disconnected nightmares, images she couldn't remember but that haunted her and filled her with anxiety and fear. She longed for the dreams she'd had before, the ones which made her squirm with desire instead of fear but they didn't resurface. By the time she woke up late the next morning, she was tangled in the sheets in a cold sweat; consciousness was a blessing.

Clara was achy and disoriented as she pushed back the covers and squinted at the sunshine coming through her window. She was so confused by the terrible night's sleep she was sure she saw someone in the room with her. Her blurry eyes saw a dark patch in the middle of her window and felt her heart quicken with sudden alarm. Instantly on alert, Clara sat up in bed, rubbing her eyes.

_It was the Doctor….._Clara was relieved to see that her bedroom was not occupied by an intruder. But when she saw it was the Doctor standing in the silhouette of the window, staring out at the city unaware she was awake, she thought she still must be asleep. For the Doctor to be here, he must have actually cared what she said and she was sure that wasn't what the Doctor would do. When she had told the Doctor he had to come back, on her terms, to discuss this, she was sure that he wouldn't come back for a long time. Maybe never…

But here he was. Since the Doctor still hadn't noticed she was awake, Clara sat and watched him for several minutes. He just stood there, gazing out the window, his face appearing calm and relaxed from the side. It was such a strange way to see him; he was always in such a rush, so hurried. He never took the time to just stop and take in anything. He was obviously deep in thought and Clara worried what his thoughts might be. She told herself that this was a good thing; he'd come back when he could have just run and that was a very good thing. But at the same time, his being here didn't mean he was just going to tell her what she wanted to hear either.

Cautiously, Clara pushed the covers back on the bed and walked over to stand beside the Doctor.

"You…..you came" Clara said experimentally, trying to hide the hope in her voice.

The Doctor didn't look at her as he spoke. "That is what you wanted…not sure what we can accomplish from it though" he said. His voice was flat, deadpan…..not hopeful. Clara's hope quickly deflated. He was completely himself in all of the wrong ways. She could sense he was ready to shut her out the moment she pushed. She braced herself; she had to push, even if it was uncomfortable. The weaker part of her, the part that had given into him the previous night, urged her to just forget her anger and do what he had wanted last night. But the more reasonable part of her knew she couldn't go on like that; loving him at night and him ignoring her during the day.

"I hope that we can clear this up" Clara said in a restrained voice. "I want us to talk about this and fix it"

The Doctor turned away from the window and faced Clara; his face was pale and his eyes looked red. He looked tired, even for someone that rarely slept. "There is nothing to fix" he said simply.

Clara resisted the urge to get upset and cry; that wouldn't help at all right now. If anything, it might just scare him off. But she was really hurt to hear him think that they really had nothing to fix. They'd been broken even since he had regenerated; everything about their relationship was broken. "You really think that?" Clara asked firmly. "You really think that there is nothing we need to fix? You're completely satisfied with things as they are right now?"

The Doctor shifted, his gaze drifting back to the window. "Yes, I am. There's nothing wrong with it" he said.

Clara was frustrated; she'd never heard the Doctor be this quiet. He was avoiding the whole situation and she knew he was lying. He'd never have come to her room that night if he was really satisfied with things as they were. She knew, despite his intoxicated state, that what he said that night was what he really felt. She knew he wasn't as cold and crass as he acted now; it was some sort of coping mechanism. He was secretly deeply insecure about who he was and how she felt about him. She remembered the doubt and fear in his eyes when she had tried to take his clothes off the night they had slept together; it was genuine and it was deep.

"Liar" Clara said, her voice hard and forceful. It had the desired effect; the Doctor was so surprised that he turned around and looked at her.

"What?" he asked, confusion on his face for the smallest second before he composed himself again.

"You heard me…I said you're a liar" Clara said. She knew that being kind and sweet wasn't going to work. In order to get the Doctor to listen to her she had to push, had to get rough. "You're not alright with things as they are. If you were, you wouldn't have come to me that first night. You wouldn't have come last night! And you wouldn't be here now! You're upset but you don't want to tell me."

The Doctor scowled, his eyebrows angry and accusing. "Well, since you seem to know everything, what exactly am I upset about?" he spat. Another avoidance technique; rather than having to say himself, he wanted her to say it. While it wasn't the ideal situation, at this point she just wanted him to admit he had feelings at all even if he couldn't voice them.

"You're upset at your own existence" Clara said honestly. "You've had tons of faces and yet this is the hardest one you've ever had. You don't like yourself; you're insecure. You want to still be that silly, young, vibrant Doctor you were. You had that body for the longest…you finally grew to like it. You were young…you were a child. It was easier that way; it saved you the pain of being an adult. And now it's gone. You never really liked yourself to begin with and now you hate yourself."

The Doctor's face reddened slightly. It was the truth, but it was really hard to hear. "And you base this on?" he asked, his voice tight and controlled.

Clara shifted uncomfortably. "I base it on what you said" she said. The Doctor turned away from her, but she grabbed his arm and made him look at her. "You said it, please don't shut me out. You came to my room that night and even though you were drunk, you told me the truth. For the first time in our relationship you told me that whole truth. You told me you wanted to be that other version of yourself. And I don't blame you"

The Doctor paled, hurt on his features. "I bet you don't" he said stiffly.

Clara was sure that something must have gotten lost in the translation of what she was trying to get across. "What's that mean?" she asked.

The Doctor turned on her, looking properly angry now. "It means, of course you don't blame me for wanting to be that younger, handsome version" he snapped. "That's the version you liked…..the one you wanted to be your boyfriend. That all vanished after I changed. I knew that…that's why I came here dressed as him. And look where that got us"

Clara bit her lip, trying to compose herself; she didn't appreciate the insinuation that this was somehow all her fault but she struggled to stay calm. She knew that the Doctor was partially responsible and pointing that out callously was not going to get her anywhere. "That's not what I meant" Clara said evenly. "I wasn't saying I didn't blame you for wanting to be him because he was young and attractive. I meant, of all of the bodies you've had, you had that one the longest. You're still mourning the loss of it"

The Doctor barked out a laugh. "I don't mourn the loss of my bodies" he said as if it were preposterous. "It's simply the outer casing. I'm the same person even if humans seem incapable of keeping up with that idea"

"Then explain to me the purpose of you coming here like you did" Clara said, tired of all of the finger pointing. "You dressed up as yourself and came here and there must have been a very good reason for it."

"Well, what do you think my purpose was?" The Doctor asked in irritation. "I had one very specific purpose…and that's exactly what I got. I got you to give in, didn't I?"

Clara knew it didn't make sense; he was the one that had been pushing away every ounce of affection away so it seemed hardly fair to act like she was the one that had to finally 'give in'. But he was talking, finally saying something that mattered and she couldn't complain about that. "I would have even if you weren't dressed like him" Clara admitted. She swallowed hard, finding it difficult to admit. She couldn't expect him to be fully honest if she wasn't and they had to start talking about it.

The Doctor walked over to her bed and sat down. He hung his head for a minute before he looked up at her; she couldn't help but notice how incredibly sad his eyes looked, even if he wouldn't let his face show it. "No you wouldn't…." he said, his voice betraying his inner turmoil for one precious second. She noticed he had somehow managed to find the bowtie that she had fallen asleep with; he was worrying it in his hands and Clara felt her cheeks flush.

Clara walked away from the window and towards him so that she stood right in front of him. She took the bowtie out of his hands before he could read too much into it; when she looked at it now, all she pictured was how she held onto it as he moved on top of her, gripping it tightly as waves of her desire came like a flood. "Listen…..if you're hoping I'll say I wasn't attracted to him, that's not going to happen" Clara said honestly, steeling herself up to be brutally honest. "I _was _attracted to you then. You were _beautiful _and young and alive…I spent many frustrating nights dreaming of the very thing we made happen a night ago" Clara felt her cheeks flush as he raised an eyebrow but she forced herself to keep going. "I loved him and I _wanted _him…I did. I didn't want you to change. I know that you're the same man inside but it's a very difficult thing to actually process once it happens. And for a while I did think that my feelings for you had changed. But it wasn't because you looked different. I know you think it was but it really wasn't. It was because you _acted _different"

"I've always been the same" The Doctor argued.

"Maybe you're the same person but you didn't act the same and it hurt!" Clara said. She was going to get it out before she started to cry or before he could argue because he needed to know the truth. "What took so long getting used to wasn't the grey hair or the wrinkles or the eyebrows…it was your attitude. I'm used to the Doctor who was my friend; who hugged me, held my hand, who told me everything was going to be fine even when it wasn't. I wanted the Doctor who cared about me…..not the one that could barely touch me."

Clara had the Doctor's full attention now; he stared up at her, confusion and something she couldn't identify on his face. He opened his mouth to speak but kept going, feeling tears coming and she had to get it out before she lost her composure. "That's what hurts so badly now…..you don't touch me, you barely even look at me. You make it your personal mission to insult me at every turn…..you don't act like you care. So when you were here the other night and you looked like him…at first I did think I wanted him. But that's not what it turned out to be and its certainly not the reason I was so insistent on talking to you about what happened. I wanted _you….._the Doctor. This version of the Doctor…any version of you because you're the same person. But that night…how you acted toward me is what made me want you. Because that night you actually cared for me…you touched me…..made love to me…told me I was pretty and that you loved me and that's what I've been aching for ever since you changed. "

The Doctor shifted, looking uncomfortable. "You couldn't possibly mean that" he said.

"I do…..and part of you wants to believe that. It's why you're here" Clara said. "But you're scared. You don't need to be. I want to be with you"

"And what of your boyfriend? Mr. PE teacher?" The Doctor asked dryly. "Couple of days ago you wanted to be with him and now you want to be with me?"

Clara felt like she had been punched in the stomach but she didn't let it show. She really hadn't given Danny any thought even after he had apologized to her for their fight. She wanted to love him; she wanted to want to be with him. But she didn't…she'd tried to force it to cover up all of the feelings she had for the Doctor and what she perceived was his lack of feelings. "I wanted to want him…I wanted to be normal. But I don't really want that…..I want to be with you"

"You've got a terrible way of dragging a person around, Clara" The Doctor said with a scowl. "Make up your bloody mind!"

The Doctor looked pained, even though he was doing a good job at hiding it and Clara's stomach twisted in knots. "I'm sorry…I'm sorry I led you on. I'm sorry if my being with Danny hurt you. But I didn't think it was possible to hurt you. Through all of the 'no hugs' and very pointed insults toward me, I thought you didn't care. So I acted as though I didn't care. But I do care…..too much. And I can't love you at night and then have you be cold toward me in the morning. I can't…"

Clara was not remotely prepared for the response that she got. "Please…" The Doctor said, his voice sad and cracking. When Clara looked at him, he looked away from her as if he couldn't bear to hear her reject him.

"Please what?" Clara asked, her breath caught in her throat as she waited for his answer.

The Doctor shifted around on the bed uncomfortably. "Are you going to make me say it? You just want me to beg for it, don't you?" he asked in embarrassed exasperation.

"What?" Clara asked.

The Doctor looked down before he let his eyes meet hers. "Please let me touch you" he said. "I've had a taste of what it's like…..of what you are like and I don't think I can go back. Please let me keep touching you…..holding you. Let me come back to your bed. Don't send me away"

The dread that had been growing in Clara's heart was dashed away. She knew how hard it must have been for him to say that and she it was a big step for him. He didn't want to push her away anymore; some part of him still wanted her and that gave him hope. Clara stepped closer to him, standing between his legs so that she could put her hands on either side of his face. She tilted his head up to look at her even though he tried to look away. "That's what I want too" she admitted. "I want you but only if I know you're not going to act like it didn't happen the next day. I want you to act like you care all of the time."

The Doctor sighed. "I….I can't…"

"Why?" Clara asked, feeling frustration build inside her. What could possibly be holding him back when he wanted it and he knew she did too?

The Doctor looked away. "Because I'm never going to be as good as him." He admitted. "I'm never going to be good at the hugs, at comforting…..it's just not in me. You'll expect me to be like him and I'll let you down."

He was still insecure and Clara knew part of him might always be. But she couldn't let that keep him from accepting himself either. Clara moved her hands from his face to around his neck, pulling herself closer to him. He didn't make a move to touch her. "I know you're not like him and that's okay" Clara said. She leaned in so that her lips were next to his ear. "Because it wasn't him that made love to me. It was you…you were the one who touched every inch of my body as if you were exploring it. It was you who held me to you and whispered how beautiful you thought I was. It was you who thrust into me so hard I thought I might break and yet, when it was too much you knew and you moved so slow and careful I barely knew you were there. You have ways of showing me you care…..you just have to let me in."

Clara felt a shiver run through the Doctor and she took entirely too much pleasure in it. "Clara….." the Doctor started to argue but Clara wouldn't let him.

"No" Clara cut him off. "Listen…..he's part of you and you need to accept that. But you also need to accept that you're not an inferior version of him. You deserve to be cared for too."

Clara moved her legs tightly around the Doctor, coming to sit on his lap. He squirmed around, unsure of the contact much like his former self would have. But, unlike his former self, she could feel the movement the motion was already causing under her. "Because that's the real problem right?" Clara asked, putting her forehead on the Doctor's. "You think there's something wrong with you now and you don't deserve anything. That's what this whole, angry at the world attitude is for. But you do deserve love and affection and attention."

The Doctor took a deep breath, appearing to be measuring his control carefully. "You realize most of the affection I'll be able to give you will be of the ….carnal…..nature" he said slowly. He seemed to be about to spontaneously combust; his words, so vague yet telling, seemed to start a fire inside her that she wasn't even remotely prepared to stop.

"That will not be a problem" Clara said with a shaky smile before leaning in the short distance between her and the Doctor, her lips meeting his. She could tell instantly that the fire that was building in her was already burning inside him; his lips met hers in such frenzied and fevered movements that Clara could barely keep up. His lips consumed her like she would disappear any moment and he had to soak as much of her up as he could before she vanished from him.

But as soon as his feverish movements began, they ended just as soon and Clara felt a gasp of longing burst from her as the Doctor pulled back. Confusion and frustration rippled through her body at the sudden drop of passion.

"Before….I go any further….." the Doctor said, his eyes dark and intense and his voice breathless. "I want to make sure…you're alright with this."

Clara smiled, feeling relief burst through her and reignite the heat in her belly. "I'll only be not alright if you stop" she said before pushing him back on the bed.

…

Clara arched up against the Doctor, forcing his impossibly close touch to be even closer. She had lost all ability to formulate coherent thought long ago; all that was left was sensation. Even though she would have thought it impossible for her spent body, she felt a gathering wave of desire rising up in her again. Clara reached out to grasp the sheets but they felt slippery and unsatisfying in her hands; when her hands reached between her legs to grasp fist fulls of the silvery smooth hair of the time lord against her, she felt all was right. What little ability she had left to hold on was gone; grasping the Doctor's hair so tightly she was surprised he didn't pull away, she tipped back her head and gasped as she rode out the wave of desire that crashed through her body.

Clara was gasping for air, dizzy with satisfaction when she felt lips against her own, slow and passionate, her taste heavy on the Doctor's lips. She had barely the energy to move and wasn't surprised or disappointed when the Doctor broke the contact and rolled onto the bed next to her. Clara closed her eyes tiredly, rolled over and buried herself in the crook of the Doctor's neck.

Clara was satisfied…completely and totally satisfied. So much ecstasy had coursed through her body she felt she could sleep for days; with the hum of dual hearts under her, she knew all was well. When she cracked an eye open, she saw the Doctor's eyes closed, his chest rising slowly, the corners of his mouth turned up in post-coital satisfaction. And Clara felt all was well….

Clara ran her fingers up and down the Doctor's chest, watching as goose bumps popped up along his skin. As blissful as the morning had been spent, Clara knew things wouldn't be easy with the Doctor. While his carnal skills had more than been proven, she still had no idea what a relationship with this more serious and reluctant to share Doctor would be like. She knew, when she really stopped to think about it, that a relationship wouldn't have been easy with the other version of him either. As much as the Doctor didn't look it, he was an alien and things were never black and white when it came to his feelings. But he was worth it…..so worth it…..

Clara scooted over closer to the Doctor, laying her head on his chest and rubbing his chest gently.

"What are you doing?" The Doctor asked, his voice lazy and sleepy, obviously about to drop off at any moment. His eyes fluttered as if to open but he didn't appear to have the energy.

"Cuddling…..what do you think?" Clara asked with a laugh.

"I don't cuddle" The Doctor said, though he didn't make any move to try to get her off of him so she didn't back up.

Clara just smiled. "I know…..but I think there's hope for you yet" she said, feeling sleep coming to overtake her.

"Well, just so you know, when I wake up…..I'm totally not cuddling" The Doctor argued feebly.

Clara smiled against the Doctor's chest; he might not be a completely lost case after all. "Whatever you say, Doctor….."Clara said before falling asleep, content and satisfied to the sound of a dual heartbeat and a sleeping time lord.


End file.
